EXHIBIT 3.39
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 19, 2022
TPT Global Tech, Inc. |
(Exact name of registrant as specified in its charter) |
Florida | 333-222094 | 81-3903357 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
501 West Broadway, Suite 800, San Diego, CA 92101
(Address of Principal Executive Offices) (Zip Code)
(619) 301-4200
Registrant's telephone number, including area code
___________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Title of each Class |
| Trading Symbol |
| Name of each exchange on which registered |
N/A |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below regarding the reverse stock split described therein is incorporated by reference into this Item 3.03.
Item 5.03 Amendment to Articles of Incorporation or Bylaws
On September 19, 2022, a majority of the Shareholders and the Board of Directors considered that it is in the best interest of the shareholders to restructure the common capital of the TPT Global Tech, Inc. (the “Company”), and so the Board has determined to Amend the Articles of Incorporation to amend the capital structure of the Company by a reverse split.
Each share of issued and outstanding Common Stock as of a record date of September 29, 2022, will be reverse split on a one-for-one thousand basis on September 30, 2022, at 4 PM EDT, such that each old share represents 1/1,000 of a new share. A surrender of the old share certificate will not be required to be made by each shareholder, and the stockholder records will be automatically adjusted to reflect the reverse split. Fractional Shares shall be rounded up to the next whole share at the beneficial owner level. (The effective dates may be amended and extended by Board action in the event of delays in approval by FINRA.)
This action requires the approval of the Financial Industry Regulatory Authority (“FINRA”). The reverse split in the market is pending FINRA approval and may be delayed while waiting for approval.
The Articles of Amendment are attached hereto as Exhibit 3.39, containing the above amendment to the Articles which shall be filed with the Secretary of State of Florida.
Item 7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On September 1, 2022, the Company issued a press release entitled “TPT Global Tech Inc: TPT Global Tech, Inc. Recieves A Teaming Memorandum From The Director Of The Macon County Economic Development Authority For The Development Of Smart City Projects Througout The County.” A copy of the press release is attached hereto as Exhibit 99.1.
On September 12, 2022, the Company issued a press release entitled “TPT Global Tech: TPT Global’s CEO and Management Prepares for National Conference Call Monday September 12, 2022.” A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
Exhibit Number |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
TPT GLOBAL TECH, INC. | |||
| By: | /s/ Stephen J. Thomas III | ||
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| Stephen J. Thomas III, | |
Title: | Chief Executive Officer | ||
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Date: September 22, 2022 | |||
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EXHIBIT 3.39
EXHIBIT 99.1
TPT Global Tech, Inc. Recieves A Teaming Memorandum From The Director Of The Macon County Economic Development Authority For The Development Of Smart City Projects Througout The County
SAN DIEGO, CA / ACCESSWIRE / September 1, 2022 / TPT Global Tech, Inc. ("TPTW" or the "Company") (OTC:TPTW) TPT Global Tech, Inc. (TPT) www.tptglobaltech.com received a Teaming Memorandum from Joe Turnham the Director of the Macon County Economic Development Authority (MCEDA) www.madeinmacon.com for the Cooperation of Design, Development, Manufacturing, Investment and Management of Projects in the City of Tuskegee Alabama specifically for the creation of Smart Cities, Industrial Smart Parks and CSR Projects. The synergistic goals of the two parties will lead to capital, development expertise and a network of business and other contacts coming into the region.
"From housing to the development of manufacturing, industrial, utility and other businesses for Macon County, this is a huge boost for the area and its citizens that will yield jobs, updated services and produce opportunity for the people of Tuskegee and beyond that will be felt for decades," said Joe Turnham, Director, Macon County Economic Development Authority who issued the Teaming Memorandum. "Stephen Thomas and his TPT team bring a full complement of expertise to the effort ranging from finance to expertise in telecommunications and beyond and make an ideal partner for the Smart Cities projects we envision."
TPT has been working for some six months with local Tuskegee officials and MCEDA to find specific projects and ways to become impactful in areas of manufacturing, housing, retail, technology and infrastructure. MCEDA is the official entity for economic development for all of Macon County, including the City of Tuskegee and all four municipalities as well as the county and other stakeholders, each of which have board membership on the MCEDA Board.
"This was the next and most logical step to take in our partnership and overall project which we believe is the launching pad for TPT Global's activities in the Smart Cities development sector and we are convinced of the potential it holds initially for Tuskegee, the Macon County region and for TPT's future," said TPT Chairman and CEO Stephen J. Thomas. "We will learn from this project and position the company for other similar projects around the country and globe. We believe the opportunity here will have an enormous impact on the company's financial future."
Specifically, TPT and MCEDA have discussed several specific projects such as the Utilities Board of Tuskegee (UBT) 92 acres on Highway 80 in Tuskegee adjoining Booker T. Washington High School. UBT has undertaken significant time and expense to prepare a feasibility of a multi-use housing and retail area with Placemaker's Planning and desires private development and investors to begin Phase One.
MCEDA's strategic plan has identified a lack of housing both owner and rental properties that need private development and investment. MCEDA seeks private partnerships such as with TPT to allow the local population and others that work within, but do not live in Tuskegee, to have affordable and convenient housing. This is critical because a quality place to live commensurate with surrounding communities does not currently exist in the region.
TPT has already been provided with renderings of this development. Moreover, TPT has undertaken options to gain other properties at Lake Tuskegee and nearby for purposes of residential housing.
MCEDA has a 10-year strategic plan to capture 21st century manufacturing near its Interstate 85 locations and has discussed this plan with TPT. MCEDA also has obtained marketing studies and feasibility studies that it can and will share with TPT
as part of the teaming effort.
Both MCEDA and TPT see mutual ways of collaboration on these projects and concepts, and agree that the sharing of objectives, plans and other economic incentives is consistent and beneficial to both organizations' goals.
MCEDA assists all its stakeholders and their various projects with both logistical and infrastructure assistance and would agree to discuss how they could assist TPT as they move forward with these development efforts on specific projects. UBT and other stakeholders can be creative with land in-kind possibilities for the correct investments and other infrastructure grants can be applied for that will generate new capital investment and new jobs at living wages.
TPT has discussed various investment amounts, in certain phases, that could be deployed for some of the specific projects mentioned above. MCEDA would assist TPT with various stakeholders in securing partnerships on a project-by-project basis that could lead to mutual success. Macon County is designated as a targeting county due to its socio-economic status and qualifies for both New Market Tax Credits and has three Census Tracks as Qualified Opportunity Zones. Macon is also a dual qualifier for the Delta Regional Authority and Appalachian Regional Authority funding
On Tuesday September 13, 2022 5pm EST the TPT Global executives will be holding national conference call to discuss the company's corporate objectives and the future outlook for the company.
About TPT Global Tech
TPT Global Tech, Inc. based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. TPT MedTech offers its QuikPASS and QuikLAB testing, check and verification systems for Covid-19 and other infectious diseases and is operating domestically and internationally. TPT Global Tech offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media, and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Mobile phones Cell phone Accessories and Global Roaming Cell phones.
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For more information about how TPT Global Tech's technologies and to schedule a call with CEO Stephen Thomas, please contact Shep Doniger at 561-637-5750 and sdoniger@bdcginc.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
Shep Doniger
561-637-5750
sdoniger@bdcginc.com
IR-Frank Benedetto
619-915-9422
SOURCE: TPT Global Tech, Inc.
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EXHIBIT 99.2
TPT Global's CEO and Management Prepares for National Conference Call Monday September 12, 2022
SAN DIEGO, CA / ACCESSWIRE / September 12, 2022 / TPT Global Tech, Inc. (OTC:TPTW)("TPT Global Tech") announces today that TPT Global Tech's CEO Stephen J Thomas III, COO Richard Eberhardt and CFO Gary Cook and CSO and Country Director India, Harnish Gajjar will host a live conference call Monday September 12, 2022 at 5pm EST to discuss current topics related to the company. The dial in number for the conference call will be T 425-436-6323 access code 1738587#.
About TPT Global Tech
TPT Global Tech Inc. (TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. TPT Global Tech offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Mobile phones Cell phone Accessories, and Global Roaming Cell phones.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
PR-Shep Doniger
sdoniger@bdcginc.com
561-637-5750
IR-Frank Benedetto
619-915-9422
SOURCE: TPT Global Tech, Inc.